China Resources&Transportation : Announcements and Notices - 1.very Substantial Disposal in Relation to the Disposal of 71% Equity Interests of the Target Company; 2.very Substantial Acquisition in Relation to the undertaking of the Buy-back Obligation; and 3. Resumption of Trading

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CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED

中國資源交通集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

1. VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE DISPOSAL OF 71% EQUITY INTERESTS OF THE TARGET COMPANY;
2. VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE UNDERTAKING OF THE BUY-BACK OBLIGATION; AND
3. RESUMPTION OF TRADING

THE DISPOSAL

On 28 December 2016 and 30 December 2016, the Vendor, the Purchasers and the Company entered into the Disposal Agreements, pursuant to which the Vendor has conditionally agreed to sell, and (i) Purchaser A has conditionally agreed to acquire Sale Equity A at Consideration A of RMB1,125 million (equivalent to HKD1,260 million) (subject to the Adjustment) and (ii) Purchaser B, Purchaser C and Purchaser D have conditionally agreed to acquire Sale Equity B, Sale Equity C and Sale Equity D, at Consideration B, Consideration C and Consideration D, respectively, which is to be determined based on the valuation report of the Target Company to be prepared by Independent Valuer B.

GUARANTEED RETURN TO THE PURCHASERS

Pursuant to the Disposal Agreements, each Purchaser will be entitled to a guaranteed return of 4.5% per annum of the actual consideration paid by that particular Purchaser, till the fifth anniversary of the Completion Date or the date when the Vendor fulfilling the Buy-back Obligation or exercising the respective buy-back option, whichever is earlier.

BUY-BACK OBLIGATION OF THE VENDOR

Pursuant to Disposal Agreement A, the Vendor agreed to buy back all Sale Equity A transferred to Purchaser A within five (5) years after the Completion from Purchaser A, at a consideration same as the actual Consideration A paid by Purchaser A. A formal buy-back agreement will be entered into at the time when the Vendor fulfilling the Buy-back Obligation to fix the detailed terms and conditions (including but not limited to the payment terms) of such transaction.

BUY-BACK OPTIONS OF THE VENDOR

Pursuant to Disposal Agreement B, Disposal Agreement C and Disposal Agreement D, the Vendor has the option to buy back all Sale Equity B, Sale Equity C and Sale Equity D within five (5) years after the Completion from Purchaser B, Purchaser C and Purchaser D, respectively, at a consideration same as the actual Consideration B, Consideration C and Consideration D paid by Purchaser B, Purchaser C and Purchaser D, respectively. A formal buy-back agreement will be entered into to fix the detailed terms and conditions (including but not limited to the payment terms) of such transaction when the Vendor serves its formal notice in writing of its intention to exercise the buy-back option to Purchaser B, Purchaser C and Purchaser D, respectively.

LISTING RULES IMPLICATIONS ON THE DISPOSAL

As one of the applicable percentage ratios calculated under the Listing Rules in respect of the Disposal is more than 75%, the Disposal constitutes a very substantial disposal of the Company and is therefore subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules. No Shareholder will be required to abstain from voting on the resolution(s) to be proposed at the EGM to approve the Disposal.

As one of the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the undertaking of the Buy-back Obligation is more than 100%, the undertaking of the Buy-back Obligation will constitute a very substantial acquisition for the Company under the Listing Rules. Accordingly, the undertaking of the Buy-back Obligation is subject to, among other things, the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules. No Shareholder will be required to abstain from voting at the EGM in respect of the resolution(s) to approve the undertaking of the Buy-back Obligation.

GENERAL

A circular containing, among other things, (i) further information on the Disposal and the transactions contemplated under the Disposal Agreements; (ii) other information as required under the Listing Rules; and (iii) the notice of EGM, is expected to be despatched to the Shareholders on or before 31 March 2017, awaiting release of the valuation reports on the Target Company.

Completion of the Disposal is subject to fulfilment of the conditions precedent disclosed in this announcement and therefore may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. RESUMPTION OF TRADING

At the request of the Company, trading in the Shares of the Company was halted with effect from 9:00 a.m. on 29 December 2016 pending the publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the shares of the Company on the Stock Exchange with effect from 9:00 a.m. on 10 January 2017.

INTRODUCTION

On 28 December 2016 and 30 December 2016, the Vendor, the Purchasers and the Company entered into the Disposal Agreements, pursuant to which the Vendor has conditionally agreed to sell, and (i) Purchaser A has conditionally agreed to acquire Sale Equity A at Consideration A of RMB1,125 million (equivalent to HKD1,260 million) (subject to the Adjustment) and

(ii) Purchaser B, Purchaser C and Purchaser D have conditionally agreed to acquire Sale Equity B, Sale Equity C and Sale Equity D, at Consideration B, Consideration C and Consideration D, respectively, which is to be determined based on the valuation report of the Target Company to be prepared by Independent Valuer B.

DISPOSAL AGREEMENT A

Principal terms of Disposal Agreement A are as follows:

Date

28 December 2016

Parties

Vendor: Cheer Luck Technology Limited, a wholly-owned subsidiary of the Company

Purchaser A: 內蒙古源恒投資有限公司 (Inner Mongolia Yuanheng Investment Co. Ltd.*)

Vendor's guarantor: The Company

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, (i) Purchaser A is a state-owned enterprise incorporated in the PRC with limited liability and is principally engaged in land and water resources development, investment and construction of infrastructures, and land management; and (ii) Purchaser A and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Assets to be disposed of

Pursuant to Disposal Agreement A, the Vendor agreed to sell Sale Equity A (being 25% of the equity interests of the Target Company beneficially owned by the Vendor) to Purchaser A.

Consideration and payment

Consideration A of RMB1,125 million (equivalent to HKD1,260 million), which is subject to the Adjustment, will be satisfied in cash by Purchaser A to the Vendor in the following manners:

(i) a deposit of RMB50 million shall be paid by Purchaser A to the Vendor within five business days after (a) the issue of valuation report on the Target Company to be prepared by Independent Valuer A; and (b) approval of the SASAC; and